EXHIBIT 99.1 ------------ P R E S S R E L E A S E - -------------------------------------------------------------------------------- CONTACT: Investor Relations Department 919-466-5492 investorrelations@spectrasite.com SPECTRASITE REPORTS SECOND QUARTER 2005 RESULTS - -------------------------------------------------------------------------------- CARY, NC, JULY 28, 2005 - SpectraSite, Inc. (NYSE: SSI), one of the largest wireless tower operators in the United States, today reported results for the quarter ended June 30, 2005. Total revenues for the second quarter of 2005 were $97.7 million as compared to revenues of $87.6 million for the second quarter of 2004, representing an increase of 11.6%. Operating income for the second quarter of 2005 was $22.5 million as compared to operating income of $14.7 million for the same period in 2004, representing an increase of 53.5%. Other expense during the second quarter of 2005 was $10.5 million as compared to other expense of $0.5 million during the second quarter of 2004. Other expense items during the second quarter of 2005 primarily related to a $6.0 million decrease in the fair value of the Company's five-year interest rate hedge agreement and $4.5 million of expense associated with the proposed merger with American Tower Corporation. The Company's income from continuing operations was $0.4 million for the second quarter of 2005 as compared to income from continuing operations of $2.9 million for the same period in 2004. The Company's net loss was $1.4 million for the second quarter of 2005 versus net income of $2.9 million during the second quarter of 2004. The Company's basic and diluted net loss per share was $0.03 during the second quarter of 2005 versus net income of $0.06 per share during the second quarter of 2004. In describing the second quarter, Stephen H. Clark, President and CEO, stated, "While we clearly posted strong financial results during the second quarter, I am perhaps even more pleased with the current level of demand we are seeing on our towers. Our backlog of new lease applications continues to remain robust, which bodes well for the remainder of the year and into 2006." Pursuant to SpectraSite's May 3, 2005, merger agreement with American Tower Corporation, American Tower Corporation has agreed to expand the size of its board of directors from six to ten members and appoint four new board members from the SpectraSite board of directors, effective at the closing of the merger. The nominating and corporate governance committees of each company unanimously recommended that each of Stephen H. Clark, Paul Albert, Jr., Dean Douglas and Samme Thompson be appointed to American Tower Corporation's board at the closing. In the joint proxy statement/prospectus mailed to stockholders in connection with the merger, the companies had previously identified Timothy G. Biltz as an anticipated director nominee. Mr. Biltz has indicated to the companies that, due to personal reasons, he has declined to be nominated as a director. At June 30, 2005, the Company had $88.6 million of cash on hand and $748 million of debt. The Company owned or operated 7,834 towers and in-building systems as of June 30, 2005. CONFERENCE CALL INFORMATION The Company is planning to host a conference call on Thursday, July 28, 2005, at 10:00 a.m. Eastern Daylight Time to discuss second quarter 2005 results. Dial in information is as follows: 800-261-6483, access code 7926293. A replay of the conference call will be available beginning two hours after the call has ended until August 4, 2005. The replay dial in information is as follows: (800) 642-1687, access code 7926293. ABOUT SPECTRASITE, INC. SpectraSite, Inc. (www.spectrasite.com), based in Cary, North Carolina, is one of the largest wireless tower operators in the United States. At June 30, 2005, SpectraSite owned or operated approximately 10,000 revenue producing sites, including 7,834 towers and in-building systems primarily in the top 100 markets in the United States. SpectraSite's customers are leading wireless communications providers, including Cingular, Nextel, Sprint PCS, T-Mobile and Verizon Wireless. SAFE HARBOR This press release and oral statements made from time to time by representatives of the Company may contain "forward-looking statements" concerning the Company's financial and operating outlook, plans and strategies, its share repurchase program, the proposed merger with American Tower Corporation, and the trading markets for its securities. These forward-looking statements are subject to a number of risks and uncertainties. The Company wishes to caution readers that certain factors may impact the Company's actual results and could cause results for subsequent periods to differ materially from those expressed in any forward-looking statements made by or on behalf of the Company. Such factors include, but are not limited to (i) the Company's ability to consummate its previously announced merger transaction with American Tower Corporation, (ii) the Company's substantial capital requirements and debt, (iii) market conditions, (iv) the Company's dependence on demand for wireless communications and related infrastructure, (v) competition in the communications tower industry, including the impact of technological developments, (vi) consolidation in the wireless industry and the tower industry, (vii) future regulatory actions, (viii) conditions in its operating areas, and (ix) management's estimates and assumptions included in the Company's 2005 outlook. These and other important factors are described in more detail in the "Risk Factors" and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of the Company's SEC filings and public announcements. The Company undertakes no obligation to update forward-looking statements to reflect subsequently occurring events or circumstances. # # # 2 CONDENSED CONSOLIDATED BALANCE SHEETS JUNE 30, 2005 DECEMBER 31, 2004 ------------- ----------------- (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) ASSETS Current assets: Cash and cash equivalents ........................................... $ 88,629 $ 34,649 Accounts receivable, net of allowance of $5,225 and $5,882, respectively ............................................... 10,389 9,061 Prepaid expenses and other .......................................... 14,454 13,855 ----------- ----------- Total current assets .............................................. 113,472 57,565 ----------- ----------- Property and equipment, net ............................................ 1,134,640 1,166,396 Customer contracts, net ................................................ 146,930 160,163 Goodwill ............................................................... 2,827 -- Accrued straight-line rents receivable ................................. 30,969 25,461 Other assets ........................................................... 19,207 21,487 ----------- ----------- Total assets ...................................................... $ 1,448,045 $ 1,431,072 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable .................................................... $ 4,809 $ 7,050 Accrued and other expenses .......................................... 31,875 31,959 Deferred revenue .................................................... 42,263 45,668 Current portion of credit facility .................................. 4,000 4,000 ----------- ----------- Total current liabilities.......................................... 82,947 88,677 ----------- ----------- Long-term portion of credit facility ................................... 544,000 546,000 Senior notes ........................................................... 200,000 200,000 Deferred revenue, net of current portion ............................... 18,645 19,969 Deferred straight-line lease expense ................................... 45,420 36,902 Other long-term liabilities ............................................ 43,787 42,205 ----------- ----------- Total long-term liabilities ....................................... 851,852 845,076 ----------- ----------- Commitments and Contingencies Stockholders' equity: Common stock, $0.01 par value, 250,000,000 shares authorized, 50,867,281 and 49,725,592 issued at June 30, 2005 and December 31, 2004, respectively .................................... 509 497 Additional paid-in-capital .......................................... 732,223 717,320 Treasury stock at cost (3,679,881 shares at June 30, 2005 and December 31, 2004) ................................................. (205,501) (196,050) Accumulated deficit ................................................. (13,985) (24,448) ----------- ----------- Total stockholders' equity ........................................ 513,246 497,319 ----------- ----------- Total liabilities and stockholders' equity ........................ $ 1,448,045 $ 1,431,072 =========== =========== 3 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS THREE MONTHS THREE MONTHS ENDED ENDED JUNE 30, 2005 JUNE 30, 2004 ------------- ------------- (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) Revenues ................................................................ $ 97,718 $ 87,555 Operating Expenses: Costs of operations, excluding depreciation, amortization and accretion expenses .............................................. 31,468 30,540 Selling, general and administrative expenses ......................... 14,471 13,511 Depreciation, amortization and accretion expenses .................... 29,242 28,818 -------- -------- Total operating expenses ........................................... 75,181 72,869 -------- -------- Operating income ........................................................ 22,537 14,686 -------- -------- Other income (expense): Interest income ...................................................... 490 315 Interest expense ..................................................... (11,884) (9,665) Other income (expense) ............................................... (10,470) (514) -------- -------- Total other income (expense) ....................................... (21,864) (9,864) -------- -------- Income from continuing operations before income taxes ................... 673 4,822 Income tax expense: Income tax - current ................................................. 289 374 Income tax - deferred ................................................ (22) 1,542 -------- -------- Total income tax expense ........................................... 267 1,916 -------- -------- Income from continuing operations ....................................... 406 2,906 Discontinued operations: Loss on disposal of discontinued segment ........................... (1,825) -- -------- -------- Net income (loss) ....................................................... $ (1,419) $ 2,906 ======== ======== Basic earnings per share: Income from continuing operations .................................... $ 0.01 $ 0.06 Discontinued operations .............................................. (0.04) -- -------- -------- Net income ........................................................... $ (0.03) $ 0.06 ======== ======== Diluted earnings per share: Income from continuing operations .................................... $ 0.01 $ 0.06 Discontinued operations .............................................. (0.04) -- -------- -------- Net income ........................................................... $ (0.03) $ 0.06 ======== ======== Weighted average common shares outstanding (basic) ...................... 47,010 48,421 ======== ======== Weighted average common shares outstanding (diluted) .................... 47,010 52,792 ======== ======== 4 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS SIX MONTHS ENDED ENDED JUNE 30, 2005 JUNE 30, 2004 ------------- ------------- (IN THOUSANDS) OPERATING ACTIVITIES Net income ........................................................ $ 10,463 $ 3,558 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation .................................................. 51,849 49,767 Amortization of intangible assets .............................. 5,956 7,120 Amortization of debt issuance costs ............................ 1,260 2,144 Amortization of asset retirement obligation .................... 2,024 1,119 Non-cash compensation charges .................................. 159 261 Write-off of debt issuance costs ............................... 24 7 (Gain) loss on disposal of assets .............................. (1,463) 790 Write-off of customer contracts ................................ 58 624 Gain on derivative instruments ................................. (1,336) -- Loss on disposal of discontinued operations .................... 1,575 343 Deferred income taxes .......................................... 7,285 1,942 Changes in operating assets and liabilities, net of acquisitions: Accounts receivable .......................................... (1,328) (1,053) Prepaid expenses and other ................................... (6,308) (5,646) Accounts payable ............................................. (2,325) (633) Other liabilities ............................................ 3,477 11,156 --------- --------- Net cash provided by operating activities ................. 71,370 71,499 --------- --------- INVESTING ACTIVITIES Purchases of property and equipment ............................... (20,712) (17,045) Acquisitions of towers and customer contracts ..................... -- (3,558) Disposal of discontinued operations, net of cash sold ............. -- (551) Collection of notes receivable .................................... 1,071 -- Proceeds from the disposition of assets ........................... 2,185 1,156 Acquisitions of businesses, net of cash acquired .................. (2,761) -- Other, net ........................................................ (3) -- --------- --------- Net cash used in investing activities ........................... (20,220) (19,998) --------- --------- FINANCING ACTIVITIES Proceeds from issuance of common stock ............................ 14,756 14,591 Payments of debt and capital leases ............................... (2,302) (625) Payments received on executive notes .............................. -- 1,425 Debt issuance costs ............................................... (173) (457) Purchases of common stock ......................................... (9,451) -- --------- --------- Net cash provided by financing activities ...................... 2,830 14,934 --------- --------- Net increase in cash and cash equivalents ...................... 53,980 66,435 Cash and cash equivalents at beginning of period .................. 34,649 60,410 --------- --------- Cash and cash equivalents at end of period ........................ $ 88,629 $ 126,845 ========= ========= SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid for interest (net of interest capitalized) .............. $ 21,850 $ 17,741 Cash paid for income taxes ........................................ 713 1,606 Tower acquisitions applied against liability under SBC agreement.................................................... -- 1,322 SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Interest capitalized .............................................. $ 534 $ 346 Capital lease obligations incurred related to property and equipment, net .............................................. 396 188 5